About Thunder Software Technology Co.Ltd(300496)
Verification opinions on purchasing financial products with temporarily idle self owned funds
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as ” China Merchants Securities Co.Ltd(600999) ” and “sponsor”) as the sponsor of Thunder Software Technology Co.Ltd(300496) (hereinafter referred to as ” Thunder Software Technology Co.Ltd(300496) ” and “company”) non-public issuance of A-Shares on the gem in 2020, in accordance with the administrative measures for securities Issuance and listing sponsor business and the gem stock listing rules of Shenzhen Stock Exchange (revised in 2020) In accordance with the provisions of relevant laws, regulations and normative documents such as Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of companies listed on GEM, Thunder Software Technology Co.Ltd(300496) uses temporarily idle self owned funds to purchase financial products, and expresses the following verification opinions: 1. The use of temporarily idle self owned funds to purchase financial products
1. Investment purpose
In order to improve the use efficiency of funds, the company plans to reasonably use its temporarily idle own funds for entrusted financial management without affecting the normal operation of the company, so as to obtain a better return on investment for the company and shareholders on the premise of controllable risk.
2. Limit and term
The company and its subsidiaries intend to use temporarily idle self owned funds with a total amount of no more than 500 million yuan to purchase financial products. The investment period is from the date of deliberation and approval of the 2021 annual board of directors to the date of convening the 2022 annual board of directors. Within the validity period, it can be used in rolling within the above amount.
3. Varieties of investment products
The company will strictly control risks in accordance with relevant regulations, strictly evaluate investment products, and plan to buy low-risk financial products with high safety and good liquidity.
4. Source of funds
The capital of the company and its subsidiaries for the above investment comes from temporarily idle self owned funds, which will not affect the normal capital use needs of the company.
5. Implementation mode
The company authorizes chairman Zhao Hongfei or his designated authorized agent to sign relevant agreements within the limit. The investment period is from the date of deliberation and approval of the 2021 annual board of directors to the date of convening the 2022 annual board of directors. Within the validity period, it can be used in rolling within the above limit. 2、 Investment risk and control measures
1. Investment risk
Although the company will invest in products with high safety and good liquidity, the financial market is greatly affected by macroeconomic, fiscal and monetary policies. It is not ruled out that the investment may be affected by market fluctuations. According to the specific economic situation, the company will choose the right time and buy in a timely and appropriate amount.
2. Control measures
(1) The company will continue to improve the internal control system of investment and financial management, maintain a stable investment concept, and appropriately adjust the investment portfolio according to the economic situation and other external environment. The company’s operating management and relevant financial personnel will continue to track the investment direction of the invested products and the progress of the project, and will take corresponding preservation measures in time to control the investment risk. In case of major adverse factors such as the deterioration of the financial situation of the product issuer and the loss of the invested products, the company will disclose the announcement in time and ensure the safety of funds to the greatest extent.
(2) The internal audit department of the company is responsible for auditing and supervising the fund use and custody of the products invested by idle self owned funds, conducting comprehensive inspection on all investment product projects regularly, and reasonably predicting the possible gains and losses of various investments according to the principle of prudence.
(3) The company’s independent directors and board of supervisors have the right to supervise and verify the use of funds, and will hire professional institutions to audit when necessary; The recommendation institution has the right to supervise and inspect the cash management.
(4) The company will do a good job of relevant information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange. 3、 Impact on the company’s operation
Based on the principles of standardized operation, risk prevention, prudent investment, value preservation and appreciation, the company uses temporarily idle self owned funds to purchase low-risk and highly liquid financial products on the premise of ensuring the working capital required by the company’s daily operation, which will not affect the company’s daily capital turnover needs and the normal development of the company’s main business.
Through appropriate financial management, the company can improve the use efficiency of funds, increase investment benefits, further improve the overall performance level of the company, and seek a better return on investment for the company’s shareholders. 4、 Relevant review procedures and special opinions
1. Deliberations of the board of directors
The 7th Meeting of the 4th board of directors of the company deliberated and approved the proposal on using temporarily idle self owned funds to purchase financial products, and the board of directors agreed to the company’s use of temporarily idle self owned funds to purchase financial products this time.
2. Deliberation of the board of supervisors
The 7th Meeting of the 4th board of supervisors of the company deliberated and approved the proposal on using temporarily idle self owned funds to purchase financial products. The board of supervisors held that the decision-making procedures and determination basis of the company’s application for using temporarily idle self owned funds to purchase financial products comply with the company law, the articles of association and other relevant provisions, and use temporarily idle self owned funds to purchase financial products, It is carried out on the premise that it does not affect the normal production and operation of the company and the risk is controllable, does not affect the daily capital turnover needs of the company, and does not affect the normal development of the company’s main business. At the same time, it helps to increase the company’s cash management income and reduce the financial cost, without damaging the interests of shareholders, especially the interests of small and medium-sized investors. Agree to use temporarily idle self owned funds to purchase financial products.
3. Opinions of independent directors
The independent directors of the company expressed their independent opinions on the purchase of financial products with temporarily idle self owned funds as follows: after verification, the decision-making procedures and determination basis of the company’s application for using temporarily idle self owned funds to purchase financial products comply with the company law, the articles of association and other relevant provisions, and use temporarily idle self owned funds to purchase financial products, It is carried out on the premise that it does not affect the normal production and operation of the company and the risk is controllable, does not affect the daily capital turnover needs of the company, and does not affect the normal development of the company’s main business. At the same time, it helps to increase the company’s cash management income and reduce the financial cost, without damaging the interests of shareholders, especially the interests of small and medium-sized investors. Agree to use temporarily idle self owned funds to purchase financial products. 5、 Verification opinions of the recommendation institution
As the sponsor of Thunder Software Technology Co.Ltd(300496) after verification, China Merchants Securities Co.Ltd(600999) believes that:
The company’s use of temporarily idle self owned funds to purchase financial products has been deliberated and approved by the board of directors and the board of supervisors of the company. The independent directors have expressed their consent and fulfilled the necessary internal decision-making procedures, which is in line with the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in 2020) Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies and other relevant provisions. The company has formulated corresponding risk control measures. The use of temporarily idle self owned funds to purchase financial products will not affect the normal development of the company’s business activities and will not damage the interests of the company and all shareholders.
The recommendation institution has no objection to the company’s use of temporarily idle self owned funds to purchase financial products.
(there is no text on this page, which is the signature and seal page of China Merchants Securities Co.Ltd(600999) verification opinions on Thunder Software Technology Co.Ltd(300496) using temporarily idle self owned funds to purchase financial products)
Sponsor representative:
Shen Tao, Sun Yue
China Merchants Securities Co.Ltd(600999) March 3, 2022
